--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2002

                                       OR

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the transition period from ______ to ______.

                        Commission File Number 001-15469

                           THERMOVIEW INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)

                       DELAWARE                          61-1325129
             (State or other jurisdiction            (I.R.S. Employer
           of incorporation or organization)       Identification Number)


                 5611 Fern Valley Road                    40228
                 Louisville, Kentucky                   (Zip Code)
       (Address of principal executive offices)


       (Registrant's telephone number, including area code, 502-968-2020)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     As of July 31, 2002,  8,625,716  shares of the  Registrant's  common stock,
$.001 par value, were issued and outstanding.

--------------------------------------------------------------------------------



<PAGE>



                           THERMOVIEW INDUSTRIES, INC.
                                TABLE OF CONTENTS


Part I Financial Information
     Item 1. Financial Statements..............................................1
         Condensed Consolidated Balance Sheets.................................1
         Condensed Consolidated Statements of Operations.......................2
         Condensed Consolidated Statements of Cash Flows.......................3
         Notes to Condensed Consolidated Financial Statements..................4
     Item 2. Management's Discussion and Analysis of Financial Condition
         and Results of Operations............................................11
     Item 3. Quantitative and Qualitative Disclosures About Market Risk.......17
Part II Other Information
     Item 1. Legal Proceedings................................................18
     Item 2. Changes in Securities and Use of Proceeds........................19
     Item 3. Defaults Upon Senior Securities..................................19
     Item 4. Submission of Matters to a Vote of Security Holders..............19
     Item 5. Other Information................................................19
     Item 6. Exhibits and Reports on Form 8-K.................................19
-----




<PAGE>




Item 1.  Financial Statements

                           ThermoView Industries, Inc.
                      Condensed Consolidated Balance Sheets

                                                   December 31,    June 30, 2002
Assets                                                  2001        (Unaudited)
                                                  -------------    -------------

Current assets:
   Cash and equivalents ........................   $  2,387,583    $  2,775,980
   Receivables:
     Trade .....................................      3,618,474       4,178,406
     Other .....................................        275,400         220,731
   Costs in excess of billings on
     uncompleted contracts .....................        973,628         653,592
   Inventories .................................      1,749,917       1,827,947
   Prepaid expenses and other current assets ...        907,881         881,926
                                                   ------------    -------------
Total current assets ...........................      9,912,883      10,538,582

Property and equipment, net ....................      2,665,382       2,644,553

Other assets:
   Goodwill, net ...............................     58,358,742      28,358,742
   Other assets ................................        263,138         215,188
                                                    ------------   -------------
                                                     58,621,880      28,573,930
                                                    ------------   -------------

Total assets ...................................   $ 71,200,145    $ 41,757,065
                                                   ============    =============

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable ............................   $  3,928,781    $  3,877,933
   Accrued expenses ............................      2,617,533       2,985,889
   Billings in excess of costs .................      1,064,153       1,097,206
   Income taxes payable ........................         52,450          52,450
   Current portion of long-term debt ...........        285,411         260,626
                                                   ------------    -------------
Total current liabilities ......................      7,948,328       8,274,104


Long-term debt .................................     17,631,967      18,048,948
Other long-term liabilities ....................        368,918         159,352

Mandatorily redeemable preferred stock:
   Series C, $.001 par value, 25,000 shares
    authorized; none issued ....................             --              --
   Series D, $.001 par value (aggregate redemption
    amount and liquidation  preference of
    $4,929,216 at December 31, 2001 and $5,213,918
    at June 30, 2002); 1,500,000 shares authorized;
    956,900 shares issued and outstanding at
    December 31, 2001; 966,370 shares issued and
    outstanding at June 30, 2002 ...............      4,929,216       5,213,918
   Series E, $.001 par value (aggregate  redemption
    amount and liquidation  preference of
    $2,013,677 at December 31, 2001 and $2,113,829
    at June 30, 2002); 500,000 shares authorized;
    336,600 shares issued and outstanding at
    December 31, 2001; 336,600 shares issued and
    outstanding at June 30, 2002 ...............      2,013,677       2,113,829

Stockholders' equity:
   Preferred stock, 2,975,000 shares authorized:
    Series A, $.001 par value; none issued .....             --              --
    Series B, $.001 par value; none issued .....             --              --
   Common stock, $.001 par value; 25,000,000 shares
    authorized; 7,861,702 shares issued and
    outstanding at December 31, 2001 and 8,625,716
    shares issued and outstanding at June 30, 2002        7,861           8,625
   Paid-in capital .............................     64,679,509      64,293,891
   Accumulated deficit .........................    (26,379,331)    (56,355,602)
                                                    ------------   -------------
Total stockholders' equity .....................     38,308,039       7,946,914
                                                    ------------   -------------

Total liabilities and stockholders' equity .....   $ 71,200,145    $ 41,757,065
                                                    ============   =============

See accompanying notes.


                                       1
<PAGE>


                           ThermoView Industries, Inc.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

                             For the three months ended For the six months ended
                                      June 30,                  June 30,
                              ------------------------- ------------------------
                                 2001         2002         2001         2002
                                 ----         ----         ----         ----

Revenues ................... $23,678,603  $23,822,546  $45,555,024  $44,479,808
Cost of revenues earned ....  11,398,099   11,658,576   22,307,363   21,981,255
                             -----------  -----------  -----------  ------------
Gross profit ...............  12,280,504   12,163,970   23,247,661   22,498,553

Selling, general and
  administrative expenses ..  10,839,844   10,479,852   21,422,165   20,626,896
Depreciation expense .......     280,336      253,747      561,310      527,129
Amortization expense .......     701,200       33,890    1,397,423       68,537
                             -----------  -----------  -----------  ------------
Income (loss) from
  operations ...............     459,124    1,396,481     (133,237)   1,275,991

Equity in earnings of joint
  venture ..................          --       19,096           --       32,280
Interest expense ...........    (615,118)    (657,146)  (1,686,530)  (1,320,446)
Interest income ............      13,867       13,059       29,839       28,738
                             -----------  -----------  -----------  ------------
Income (loss) before income
  taxes ....................    (142,127)     771,490   (1,789,928)      16,563

Income tax expense (benefit)      38,500         (746)      71,600       (7,166)
                             -----------  -----------  -----------  ------------

Income (loss) before extra-
  ordinary item and cumula-
  tive effect of an
  accounting change ........    (180,627)     772,236   (1,861,528)      23,729
Extraordinary item--gain on
  forgiveness of debt ......          --           --    7,150,109           --
Cumulative effect of an
  accounting change--charge
  for impairment of goodwill          --           --           --  (30,000,000)
                             -----------  -----------  -----------  ------------
Net income (loss) ..........    (180,627)     772,236    5,288,581  (29,976,271)

Less non-cash Series D and
  E preferred stock dividends    (50,353)    (193,486)    (100,152)    (384,854)
Plus benefit of Series D pre-
  ferred stock redemption ..     397,350           --      397,350           --
                             -----------  -----------  -----------  ------------
                                 346,997     (193,486)     297,198     (384,854)
                             -----------  -----------  -----------  ------------
Net income (loss) attributable
  to common stockholders ... $   166,370  $   578,750  $ 5,585,779 $(30,361,125)
                             ===========  ===========  ===========  ============

Basic income (loss) per
  common share:
  Income (loss) attributable
    to common stockholders . $      0.02  $      0.06  $     (0.19) $     (0.04)
  Extraordinary item .......          --           --         0.86           --
  Cumulative effect of an
    accounting change ......          --           --           --        (3.35)
                             -----------  -----------  -----------  ------------
  Net income (loss)
    attributable to common
    stockholders ........... $      0.02  $      0.06  $      0.67  $     (3.39)
                             ===========  ===========  ===========  ============

Diluted income (loss) per
  common share:
  Income (loss) attributable
    to common stockholders . $      0.02  $      0.06  $     (0.19) $     (0.04)
  Extraordinary item .......          --           --         0.86           --
  Cumulative effect of an
    accounting change ......          --           --           --        (3.35)
                             -----------  -----------  -----------  ------------
  Net income (loss)
    attributable to common
    stockholders ........... $      0.02  $      0.06  $      0.67  $     (3.39)
                             ===========  ===========  ===========  ============

See accompanying notes.

                                       2
<PAGE>



                           ThermoView Industries, Inc.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                     For the six months ended
                                                            June 30,
                                                   -----------------------------
                                                       2001             2002
                                                       ----             ----

Operating activities
Net income (loss) ..............................   $  5,288,581    $(29,976,271)
Adjustments to reconcile net income (loss) to
   net cash provided by operations:
   Extraordinary item--gain on forgiveness
     of debt ...................................     (7,150,109)             --
   Cumulative effect of an accounting change--
    charge related to impairment of goodwill ...             --      30,000,000
   Depreciation and amortization ...............      1,958,733         595,666
   Accretion of debt discount ..................        597,675         395,357
   Other .......................................             --        (190,000)
   Interest forgiven ...........................        360,000              --
   Interest added to principal .................        543,749              --
   Changes in operating assets and liabilities .        254,042          99,195
                                                    ------------    ------------
Net cash provided by operating activities ......      1,852,671         923,947


Investing activities
Payments for purchase of property and equipment        (274,342)       (367,911)
Other ..........................................        133,258         (17,107)
                                                    ------------    ------------
Net cash used in investing activities ..........       (141,084)       (385,018)

Financing activities
Increase in long-term debt .....................      7,291,618          86,247
Payments of long-term debt .....................     (7,878,905)       (236,779)
Redemption of Series D preferred stock .........        (10,000)             --
Proceeds from issuance of warrants .............        392,382              --
Financing costs deferred or expensed ...........       (222,621)             --
                                                    ------------    ------------
Net cash used in financing activities ..........       (427,526)       (150,532)
                                                    ------------    ------------
Net increase in cash and equivalents ...........      1,284,061         388,397
Cash and equivalents at beginning of period ....        392,326       2,387,583
                                                    ------------    ------------
Cash and equivalents at end of period ..........   $  1,676,387    $  2,775,980
                                                    ============    ============

See accompanying notes.


                                       3
<PAGE>



                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002
                                   (UNAUDITED)

1. Basis of Presentation

     The accompanying  unaudited condensed  consolidated financial statements of
ThermoView Industries,  Inc. ("ThermoView" or "the Company"), have been prepared
in accordance with accounting principles generally accepted in the United States
for interim  financial  information  and with the  instructions in Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States for complete  financial  statements.  In the opinion of  management,  all
adjustments (consisting of normal recurring accruals),  considered necessary for
a fair  presentation  have been  included.  ThermoView's  business is subject to
seasonal  variations.  The demand  for  replacement  windows  and  related  home
improvement  products  is  generally  lower  during  the  winter  months  due to
inclement  weather.  Demand for replacement  windows is generally  higher in the
second and third quarters. Operating results for the six-month period ended June
30, 2002, are not necessarily indicative of the results that may be expected for
the year ended December 31, 2002.

     Certain  reclassifications  have been made to the June 30, 2001,  financial
statements to conform with June 30, 2002, classifications. The reclassifications
have no  effect  on  previously  reported  net  income  attributable  to  common
stockholders.

     For further information, refer to the consolidated financial statements and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2001.

2. Inventories

     Inventories  consist  principally  of components for the  manufacturing  of
windows such as glass, vinyl and other composites, as well as parts and supplies
for retail operations.

3. Income (Loss) per Common Share

     Income (loss) per common share is calculated in accordance  with  Statement
of Financial  Accounting  Standards  ("SFAS") No. 128, "Earnings Per Share." The
Company  calculates  basic earnings per common share using the weighted  average
number of shares  outstanding  for the period.  The weighted  average  number of
shares  outstanding  for the  six-month  periods  ended June 30,  2001 and 2002,
includes  shares related to a stock  purchase  warrant that can be exercised for
nominal  cash  consideration.  Outstanding  shares for  purposes of  determining
diluted earnings per common share includes the weighted average number of shares
outstanding for basic earnings per share,  plus the diluted effect of any common
share equivalents such as options or warrants in the calculation. As the Company
recorded  losses before  preferred  stock  dividends,  extraordinary  item,  and
cumulative  effect of an accounting  change for the six-month periods ended June
30, 2001 and 2002, common share equivalents  outstanding would be anti-dilutive.
Accordingly, basic and diluted earnings per share amounts are the same.

                                       4
<PAGE>



                           THERMOVIEW INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002
                                   (UNAUDITED)

3. Income (Loss) per Common Share (Continued)

     Weighted  average  shares  outstanding  for the periods in which there were
losses attributable to common stockholders were as follows:

                                                         Weighted Average Shares
                Period                                         Outstanding
     --------------------------------------                    -----------
     For the six months ended June 30, 2001                     8,293,870
     For the six months ended June 30, 2002                     8,946,634

     A  reconciliation  of basic to diluted  share amounts used in computing the
per  share  amounts  for the three  months  ended  June 30,  2001 and 2002 is as
follows:

                                                        Three Months
                                                        Ended June 30,
                                                   2001                 2002
                                                   ----                 ----
Basic - weighted average shares outstanding      8,299,870           9,130,375
Dilutive effect of stock options and warrants    1,588,652           1,006,625
                                                 ---------           ---------
Diluted - weighted average shares outstanding
  and assumed conversions                        9,888,522          10,137,000
                                                 =========          ==========

     A reconciliation of income (loss) before  extraordinary item and cumulative
effect of an  accounting  change  attributable  to common  stockholders  used in
computing  the per share amounts for the three and six months ended June 30, are
as follows:

                                       Three Months             Six Months
                                      Ended June 30,          Ended June 30,
                                      --------------          --------------
                                      2001      2002          2001       2002
                                      ----      ----          ----       ----
Income (loss) before extraordinary
  item and cumulative effect of an
  accounting change                $(180,627) $ 772,236  $(1,861,528) $  23,729
Preferred stock dividends, net of
  benefit of redemption              346,997   (193,486)     297,198   (384,854)
                                   --------- ----------  ------------ ----------
Income before extraordinary item
  and cumulative effect of an
  accounting change attributable
  to common stockholders           $ 166,370 $  578,750  $(1,564,330) $(361,125)
                                   ========= ==========  ============ ==========

4. Goodwill

     In June 2001, the Financial  Accounting  Standards Board (FASB) issued SFAS
No.  141,  "Business  Combinations,"  and  SFAS No.  142,  "Goodwill  and  Other
Intangible  Assets."  SFAS No. 142 is effective for the Company as of January 1,
2002. Under the new rules,  goodwill and indefinite lived intangible  assets are
no longer  amortized and will be reviewed  annually for  impairment.  Intangible
assets  that are not  deemed  to have an  indefinite  life will  continue  to be
amortized over their useful lives.

     SFAS No. 142 uses a two step process to measure  potential  impairment.  In
the first step, the fair values of the Company's reporting units are compared to
the units' carrying  amounts.  If the fair value of a reporting unit exceeds its

                                       5
<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (UNAUDITED)

4. Goodwill (Continued)

carrying cost, goodwill is not considered impaired. If the carrying cost exceeds
fair value,  a second step is used to determine  the amount of  impairment.  The
second step  determines  the implied fair value of goodwill for a reporting unit
by applying the estimated fair value to the tangible and separately identifiable
intangible  assets and  liabilities  of the reporting  unit,  with any remaining
amount considered goodwill.

     The Company completed the first step analysis under the requirements of the
standard and determined that goodwill was impaired. Fair values of the Company's
reporting units were  determined  using a capitalized  cash flow technique.  The
Company  used an outside  valuation  firm to assist in  developing  the  primary
assumptions,  such as  projected  cash  flows  and  capitalization  rates and to
perform the  valuation  to apply to the  reporting  units.  The Company  defined
reporting unit below the segment level.

     The Company  next  evaluated  its tangible  and  unidentifiable  intangible
assets and liabilities to estimate their fair values. Management determined that
the fair value of tangible assets and  liabilities did not differ  significantly
from book value, and that the Company's intangible assets do not have separately
identifiable  value,  nor do they have  measurable  value if sold in conjunction
with tangible assets.

     As a result of the  analysis,  a charge for  impairment  of goodwill of $30
million was recorded in the first  quarter of 2002 as the  cumulative  effect of
adopting this change in accounting.

     In future  periods  goodwill must be evaluated at least once per year,  and
more frequently under certain conditions. Goodwill impairment in future periods,
if any,  will be charged  to  continuing  operations.  The  Company's  method of
determining  goodwill  impairment is particularly  dependent upon operating cash
flow.

     The income (loss) before  extraordinary  item and  cumulative  effect of an
accounting  change  attributable to common  stockholders as reconciled in Note 3
adjusted to a comparable basis for goodwill amortization is as follows:

                                       Three Months           Six Months
                                      Ended June 30,         Ended June 30,
                                    ------------------   ----------------------
                                      2001      2002         2001       2002
                                      ----      ----         ----       ----
Income (loss) before extraordinary
  item and cumulative effect of an
  accounting change attributable to
  common stockholders as reported
  in Note 3                         $166,370  $578,750   $(1,564,330) $(361,125)
Add back goodwill amortization       664,809         -     1,327,874          -
                                    --------  --------   -----------  ---------
Adjusted income (loss) before
  extraordinary item and cumula-
  tive effect of an accounting
  change attributable to common
  stockholders                      $831,179  $578,750   $  (236,456) $(361,125)
                                    ========  ========   =========== ==========

                                       6
<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (UNAUDITED)

4. Goodwill (Continued)

                                       Three Months           Six Months
                                      Ended June 30,         Ended June 30,
                                    ------------------   ----------------------
                                      2001      2002         2001       2002
                                      ----      ----         ----       ----
Basic income (loss) per share:
Income (loss) before extraordinary
  item and cumulative effect of an
  accounting change attributable to
  common stockholders as reported   $    .02  $    .06   $     (0.19) $    (.04)
Add back goodwill amortization           .08         -           .16          -
                                    --------  --------   ------------ ----------
Adjusted income (loss) before
  extraordinary item and cumula-
  tive effect of an accounting
  change attributable to common
  stockholders                      $    .10  $    .06   $      (.03) $    (.04)
                                    ========  ========   ============ ==========

Diluted income (loss) per share:
Income (loss) before extraordinary
  item and cumulative effect of an
  accounting change attributable to
  common stockholders as reported   $    .02  $    .06   $      (.19) $    (.04)
Add back goodwill amortization           .06         -           .16          -
                                    --------  --------   ------------ ----------
Adjusted income (loss) before
  extraordinary item and cumula-
  tive effect of an accounting
  change attributable to common
  stockholders                      $    .08  $    .06   $      (.03) $    (.04)
                                    ========  ========   ============ ==========

     Information regarding goodwill by segment is as follows:

                                    Manufacturing     Retail
                                        Segment       Segment          Total
Carrying amount of goodwill
  at December 31, 2001              $ 4,017,782    $ 54,340,960    $ 58,358,742
Impairment write-off                 (2,547,219)    (27,452,781)    (30,000,000)
                                    ------------   -------------   -------------
Goodwill at June 30, 2002
  after impairment write-off        $ 1,470,563    $ 26,888,179    $ 28,358,742
                                    ============   =============   =============

5.       Segment Information

     For the three month  periods  ended June 30, 2001 and 2002,  the  Company's
business units had separate  management teams and  infrastructures  that operate
primarily in the vinyl replacement  windows,  doors and related home improvement
products  industry in various states in the Midwest and in Southern  California.
The business units have been aggregated into two reportable  operating segments:
manufacturing and retail.


                                       7
<PAGE>



                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002
                                   (UNAUDITED)

5. Segment Information (Continued)

Manufacturing

     The manufacturing segment includes the businesses that manufacture and sell
vinyl  replacement  windows to the Company's  retail segment and to unaffiliated
customers.

Retail

     The retail segment  includes the businesses  that design,  sell and install
vinyl  replacement  windows,  doors and  related  home  improvement  products to
commercial and retail customers.

     Segment  information for the three months and six months ended June 30, was
as follows:

         For the three months        Manu-
          ended June 30, 2001     facturing    Retail    Corporate  Consolidated
          -------------------     ---------- ----------- ---------- ------------
Revenues from external customers $1,833,713 $21,809,469 $   35,421  $23,678,603
Intersegment revenues               275,215           -          -      275,215
Income (loss) from operations       214,844     892,411   (648,131)     459,124
Total assets                      6,930,494  63,158,157  1,816,084   71,904,735

         For the three months        Manu-
          ended June 30, 2002     facturing    Retail    Corporate  Consolidated
          -------------------     ---------- ----------- ---------- ------------
Revenues from external customers $1,783,383 $21,937,489 $  101,674  $23,822,546
Intersegment revenues               315,628           -          -      315,628
Income (loss) from operations       342,240   1,567,761   (513,520)   1,396,481
Total assets                      4,447,014  33,999,403  3,310,649   41,757,065

          For the six months         Manu-
          ended June 30, 2001     facturing    Retail    Corporate  Consolidated
          -------------------     ---------- ----------- ---------- ------------

Revenues from external customers $3,111,965 $42,391,358 $   51,701  $45,555,024
Intersegment revenues               419,262           -          -      419,262
Income (loss) from operations        75,741   1,260,669 (1,469,647)    (133,237)


          For the six months         Manu-
          ended June 30, 2002     facturing    Retail    Corporate  Consolidated
          -------------------     ---------- ----------- ---------- ------------

Revenues from external customers $2,815,282 $41,481,974 $  182,552  $44,479,808
Intersegment revenues               474,014           -          -      474,014
Income (loss) from operations       189,628   2,111,402 (1,025,038)   1,275,991

6. Contingencies and Commitments

     On March 3, 2000, Pro Futures Bridge Capital Fund,  L.P. and Bridge Capital
Partners,  Inc.  Defined Benefit Pension Plan filed an action titled PRO FUTURES
BRIDGE CAPITAL FUND, L.P. V. THERMOVIEW  INDUSTRIES,  INC., ET AL., Civil Action


                                       8
<PAGE>



                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002
                                   (UNAUDITED)

6. Contingencies and Commitments (Continued)

No. 00CV0559 (Colo. Dist. Ct., March 3, 2000) against ThermoView, its directors,
certain  officers,  an employee and a stockholder  alleging  breach of contract,
common law fraud, fraudulent  misstatements and omissions in connection with the
sale of securities,  negligent  misrepresentations and breach of fiduciary duty.
These claims are in connection with the mandatory conversion of ThermoView's 10%
Series A convertible  preferred stock,  held by the two funds, into common stock
upon  completion of the initial public  offering in December 1999, and purchases
by the two funds of ThermoView's common stock from ThermoView stockholders.  The
funds are seeking  rescission of their purchases of the series A preferred stock
in the amount of $3,250,000, plus interest and unspecified damages in connection
with their purchases of the common stock.  ThermoView  filed a notice to dismiss
certain  claims and an answer  denying  liability on the remainder of the clams.
ThermoView  also  exercised  an election for the removal of the action to the US
District  Court of Colorado,  and the matter was  designated  by the US District
Court as Civil  Action No.  00-B-722.  Pro Futures  filed a motion to remand the
action back to the original venue. The Court rendered an opinion which dismissed
certain  named  individuals  due to lack of  personal  jurisdiction  in Colorado
courts and retained  venue within the US District  Court.  In December 2001, the
Court granted summary judgment  dismissing all defendants.  In January 2002, Pro
Futures  filed a notice of appeal to the Court's  decision and the Court has yet
to rule on the appeal.  Although ThermoView continues to believe that the claims
are without merit and intends to vigorously  defend the suit, we cannot  predict
the outcome of the matter,  however,  it could have a material adverse effect on
our results of  operations  and cash flow.  No amounts have been provided in the
accompanying consolidated financial statements for this matter.

     On August  1,  2001,  Scott  Ferguson  filed a civil  action  styled  Scott
Ferguson v. ThermoView Industries,  Inc., et. al., Civil Action No. 01-CI-005295
(Jefferson  Circuit  Court,  August 1, 2001) seeking  damages  resulting from an
investment in Series A preferred stock.  This suit alleges claims similar to the
claims  advanced by  ProFutures  Bridge  Capital Fund,  L.P. and Bridge  Capital
Partners,  Inc. Defined Benefit Pension Plan, in their action detailed above. By
agreement  of the  parties,  the claims  will be held in  abeyance  until  final
resolution  of the  ProFutures  matter.  Our  management  believes  that we have
adequate defense to this  litigation,  and in the event of an adverse outcome to
us, we do not believe that the loss would have a material adverse effect on us.

     On November 19, 2001, Nelson E. Clemmens,  former director and president of
the Company, filed an action titled Nelson E. Clemmens v. ThermoView Industries,
Inc., Civil Action No. 01-CI-07901  (Jefferson Circuit Court, November 19, 2001)
against ThermoView alleging subrogation and indemnity rights associated with Mr.
Clemmens'  loss of guaranty  collateral  to PNC Bank,  N.A.  These claims are in
connection with the April 2000 amendment to ThermoView's previous bank debt with
PNC Bank, in which Stephen A.  Hoffmann,  Richard E. Bowlds,  Nelson E. Clemmens
and Douglas I.  Maxwell,  III  guaranteed  $3,000,000  of our PNC Bank debt.  In
January 2001,  PNC seized the  collateral  pledged as security by the guarantors
for the loan  guaranty.  In March  2001,  ThermoView  reached  settlements  with
Messrs.  Bowlds  and  Hoffmann  for any  claims  that they may hold  against  us

                                       9

<PAGE>



                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002
                                   (UNAUDITED)

6. Contingencies and Commitments (Continued)

regarding their loss of assets in connection with the guaranty. We did not reach
a settlement  with Messrs.  Clemmens  and Maxwell with regard to  guarantees  of
$1,000,000.  The Clemmens  suit seeks to  determine  the  respective  rights and
duties of the parties concerning the loss of collateral. Our management believes
that no  payment  should be made for loss of  guarantor  collateral  and we have
filed a motion  for  summary  judgment  in  defense  of our legal  position.  An
unfavorable  determination  of our position  regarding  this matter could have a
material adverse effect on our cash flow.

     The Company is subject to other  legal  proceedings  and claims  which have
arisen  in the  ordinary  course  of its  business  and have  not  been  finally
adjudicated.  Although there can be no assurance as to the ultimate  disposition
of these matters, it is the opinion of the Company's management,  based upon the
information  available at this time, that the expected outcome of these matters,
individually or in the aggregate, will not have a material adverse effect on the
results of operations and financial condition of the Company.

     In March 2000, the Company  entered into a license  agreement with Research
Frontiers  Incorporated  (Research  Frontiers),   a  Delaware  corporation  with
headquarters  located in Woodbury,  New York,  for the  non-exclusive  rights to
market windows which utilize variable light transmission technology developed by
Research Frontiers. The agreement provides for the payment of a royalty of 5% of
the net selling  price of the licensed  products as defined in the  agreement to
Research  Frontiers for products sold by us that  incorporate  such  technology.
Additionally,  the  Company has agreed to pay to  Research  Frontiers  an annual
minimum  royalty of  $37,500  for 2002 and  $100,000  for 2003.  The  royalty is
payable in cash or shares of the Company's common stock at the Company's option.

7. Stockholders' Equity

     In the first quarter of 2002,  the Company  issued 539,742 shares of common
stock  upon  the  cashless  exercise  of a  stock  purchase  warrant  issued  in
connection with the Series C preferred stock.

     In the second  quarter of 2002, the Company issued 224,272 shares of common
stock  upon  the  cashless  exercise  of a  stock  purchase  warrant  issued  in
connection with the Series C preferred stock.

     The first and second quarter  issuances  completed the cashless exercise of
the 1,100,000 warrants outstanding related to the Series C preferred stock.

     In January 2002,  options were granted to purchase  60,000 shares of common
stock at $.87 per share. In April 2002,  options were granted to purchase 50,000
shares at $1.02 per share.

8. Subsequent Events

     Subsequent to June 30, 2002,  the Company  retired $1.2 million of Series A
and B senior debt.


                                       10
<PAGE>


Item 2. Management's  Discussion And Analysis Of Financial Condition And Results
Of Operations

     This   report   on  Form  10-Q   contains   statements   which   constitute
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995.  Such statements can be identified by the use of
forward-looking  terminology such as "believes,"  "expects," "may," "estimates,"
"will,"  "should,"  "plans" or  "anticipates"  or the negative  thereof or other
variations  thereon or comparable  terminology,  or by  discussions of strategy.
Readers  are  cautioned  that  any  such  forward-looking   statements  are  not
guarantees   of  future   performance   and   involve   significant   risks  and
uncertainties,  and that actual  results may vary  materially  from those in the
forward-looking  statements as a result of any number of factors,  most of which
are beyond the control of management.  These factors include  operating  losses,
continued and increased expenses, non-cash dividends and interest related to our
financings, and restrictions imposed by our senior and subordinated debt.

     Although we believe that the expectations and assumptions  reflected in the
forward-looking  statements are reasonable,  we cannot guarantee future results,
levels of activity, performance or achievements.

     The following  should be read in  conjunction  with the response to Part I,
Item  1.  of  this  Report  and the  Company's  audited  consolidated  financial
statements  contained in the  Company's  Annual Report on Form 10-K for the year
ended December 31, 2001. Any capitalized terms used but not defined in this Item
have the same meaning given to them in the Form 10-K.

Overview

     We design,  manufacture,  sell and install custom vinyl replacement windows
for  residential  and  retail  commercial  customers.  We also sell and  install
replacement  doors, home textured  coatings,  vinyl siding,  patio decks,  patio
enclosures,  cabinet refacings and kitchen and bathroom remodeling products,  as
well as residential roofing.

Business Segments

     Our subsidiaries  have separate  management teams and  infrastructures  and
operate in two reportable operating segments: retail and manufacturing. Key Home
Credit, ThermoView's finance subsidiary, was closed in July 2000 since expanding
the subsidiary would have required considerable capital. Accordingly,  financial
services is no longer considered a segment.

     Retail.  Our retail segment consists of our subsidiaries that design,  sell
and install custom vinyl replacement windows, doors and related home improvement
products to commercial  and retail  customers.  Our retail  segment  derives its
revenues from the sale and installation of thermal  replacement  windows,  storm
windows and doors,  patio decks,  patio enclosures,  vinyl siding and other home
improvement  products.  Our retail segment recognizes  revenues on the completed
contract  method.  A contract is considered  complete when the home  improvement
product  has been  installed.  Gross  profit in the  retail  segment  represents
revenues after deducting product and installation labor costs.

     Manufacturing.  Our  manufacturing  segment consists of our subsidiary that
manufactures and sells vinyl replacement  windows to one of our retail companies


                                       11
<PAGE>

and to unaffiliated  customers.  Our manufacturing  segment recognizes  revenues
when products are shipped.  Gross profit in the manufacturing segment represents
revenues after deducting  product costs (primarily  glass,  vinyl and hardware),
window fabrication labor and other manufacturing expenses.

Historical Results Of Operations

                                      For the three months    For the six months
                                          ended June 30,         ended June 30,
                                      --------------------    ------------------
                                        2001       2002       2001        2002
                                      --------   --------   --------   ---------
                                                    (In thousands)
Revenues ..........................   $ 23,678   $ 23,823   $ 45,555   $ 44,480

Cost of revenues earned ...........     11,398     11,659     22,307     21,981
                                      --------   --------   --------   ---------

Gross profit ......................     12,280     12,164     23,248     22,499

Selling, general and administrative
  expenses ........................     10,840     10,480     21,423     20,627
Depreciation expense ..............        280        254        561        527
Amortization expense ..............        701         34      1,397         69
                                      --------   --------   --------   ---------

Income (loss) from operations .....        459      1,396       (133)     1,276

Equity in earnings of joint venture         --         19         --         32
Interest expense ..................       (615)      (657)    (1,687)    (1,320)
Interest income ...................         14         13         30         29
                                      --------   --------   --------   ---------

Income (loss) before income taxes .       (142)       771     (1,790)        17

Income tax expense (benefit) ......         39         (1)        71         (7)
                                      --------   --------   --------   ---------

Income (loss) before extraordinary
  item and cumulative effect of an
  accounting change ...............       (181)       772     (1,861)        24

Extraordinary item - gain on
  forgiveness of debt..............         --         --      7,150         --

Cumulative  effect of an  accounting
  change--charge for impairment of
  goodwill ........................         --         --         --    (30,000)
                                      --------   --------   --------   ---------

Net income (loss) .................       (181)       772      5,289    (29,976)

Less  non-cash  Series  D  and  E
  preferred  stock dividends ......        (50)      (193)      (100)      (385)

Plus benefit of Series D preferred
  stock redemption ................        397         --        397         --
                                      --------   --------   --------   ---------

                                           347      (193)        297       (385)
                                      --------   --------   --------   ---------

Net income (loss) attributable to
  common stockholders .............   $    166   $    579   $  5,586   $(30,361)
                                      ========   ========   ========   =========

                                       12
<PAGE>

Three Months Ended June 30, 2002 Compared to June 30, 2001

     Revenues.  Revenues  increased  from $23.7 million in the second quarter of
2001 to $23.8 million in the second  quarter of 2002.  This revenue  increase is
due primarily to  fluctuations  in revenues of our retail  subsidiaries.  Thomas
Construction, our St. Louis retail subsidiary, reported $635,000 more revenue in
the second  quarter of 2002  compared to the same period in 2001 due to improved
subsidiary management focus on marketing. ThermoView of California, our Southern
California  retail  subsidiary,  reported  $291,000  more  revenue in the second
quarter of 2002  compared to the same period in 2001 due to a new Orange  County
branch.  Leingang,  our North Dakota retail  subsidiary,  reported $728,000 more
revenue in the second quarter of 2002 compared to the same period in 2001 due to
significant  backlog caused by a severe  hailstorm in June 2001.  Thermo-Shield,
our Chicago  retail  subsidiary,  reported  $949,000  less revenue in the second
quarter of 2002 compared to the same period in 2001. This  subsidiary  continues
to be  underperforming  following a change in its lead  generation  strategy and
change in subsidiary management.  ThermoView's  management is closely monitoring
this subsidiary in an effort to improve its performance. Rolox, our Kansas City,
Missouri, retail subsidiary reported $646,000 less revenue in the second quarter
of 2002  compared  to the same  period in 2001.  This  subsidiary  eliminated  a
customer sales incentive  program in 2002 and  experienced  staff turnover which
had an adverse impact on revenues.

     Gross Profit. Gross profit, which represents revenues less cost of revenues
earned,  decreased  from $12.3  million  in the second  quarter of 2001 to $12.2
million in the second quarter of 2002. As a percentage of revenues, gross profit
decreased  from  51.9% for the  quarter  ended June 30,  2001,  to 51.1% for the
quarter  ended June 30, 2002.  The lower gross profit  percentage in the quarter
ended June 30, 2002, resulted from increased installation labor costs, increased
insurance costs and increased other costs.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  decreased from $10.8 million in the quarter ended June
30,  2001 to $10.5  million in the same  quarter of 2002.  Selling,  general and
administrative  expenses as a percentage of revenues decreased from 45.8% in the
second  quarter of 2001, to 44.0% in the second quarter of 2002. The decrease in
selling,  general  and  administrative  expenses  in the second  quarter of 2002
represents  a  concerted  effort by  management  to reduce  corporate  and field
expenses.  We have  reduced  salary  expense,  phone  expense and various  other
administrative costs.

     Depreciation  Expense.  Depreciation expense decreased from $280,000 in the
second  quarter of 2001 to  $254,000 in the second  quarter of 2002,  reflecting
relatively constant levels of property and equipment.

     Amortization  Expense.  Amortization expense decreased from $701,000 in the
second quarter of 2001 to $34,000 in the second  quarter of 2002.  This decrease
resulted from the adoption of the new accounting standard relating to goodwill.

     Interest  Expense.  Interest expense  increased from $615,000 in the second
quarter of 2001 to $657,000 in the second quarter of 2002. This increase results
from additional  amounts of debt owed to GE Equity related to their agreement to
defer interest payments in 2001.

                                       13
<PAGE>

     Income Tax (Expense) Benefit. Due to operating losses, management concluded
that it is more  likely  than not  that  our  deferred  tax  assets  will not be
realized. Accordingly, we established a valuation allowance against all deferred
tax assets,  and no deferred  income  taxes have been  recorded in 2001 or 2002.
Income tax expense in the second  quarter of 2001 relates to state income taxes.
Income tax benefit in the second quarter of 2002 relates to some minor state tax
refunds.

     Non-Cash  Dividends.  Non-cash  dividends  in the  second  quarter  of 2001
represent accrued dividends on the Series E preferred stock.  Non-cash dividends
in the second quarter of 2002 represent  accrued dividends on the Series D and E
preferred stock.

     Benefit of Series D Stock Redemption. We redeemed 99,470 shares of Series D
preferred  stock with a carrying  amount of $497,350 for $100,000 from the prior
owners of an acquired  business.  We have  reflected  the excess of the carrying
amount  over the  consideration  given of  $397,350  as a  benefit  of  Series D
redemption in the second quarter of 2001.

Six Months Ended June 30, 2002 Compared to June 30, 2001

     Revenues.  Revenues decreased from $45.6 million in the first six months of
2001 to $44.5 million in the same period of 2002. This revenue  decrease of $1.1
million is due primarily to fluctuations in revenues of our retail subsidiaries.
Thomas  Construction,  our St. Louis retail  subsidiary,  reported $488,000 more
revenue in the first  half of 2002  compared  to the same  period in 2001 due to
improved subsidiary management focus on marketing. ThermoView of California, our
Southern  California  retail  subsidiary,  reported $341,000 more revenue in the
first  half of 2002  compared  to the same  period  in 2001 due to a new  Orange
County branch.  Leingang, our North Dakota retail subsidiary,  reported $989,000
more  revenue in the first half of 2002  compared to the same period in 2001 due
to significant backlog caused by a severe hailstorm in June 2001. Thermo-Shield,
our Chicago retail  subsidiary,  reported  $1,814,000  less revenue in the first
half of 2002 compared to the same period in 2001. This  subsidiary  continues to
be underperforming following a change in its lead generation strategy and change
in subsidiary  management.  ThermoView's  management is closely  monitoring this
subsidiary  in an effort to improve its  performance.  Rolox,  our Kansas  City,
Missouri,  retail subsidiary reported $690,000 less revenue in the first half of
2002 compared to the same period in 2001. This subsidiary  eliminated a customer
sales  incentive  program in 2002 and  experienced  staff  turnover which had an
adverse impact on revenues.

     Gross Profit.  Gross profit  decreased from $23.2 million in the first half
of 2001 to $22.5 million in the first half of 2002. As a percentage of revenues,
gross  profit  decreased  from  51.0% in the first  half of 2001 to 50.6% in the
first half of 2002. The lower gross profit  percentage in the first half of 2002
resulted from increased  installation labor costs, increased insurance costs and
increased other costs.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  decreased from $21.4 million in the first half of 2001
to $20.6 million in the first half of 2002. Selling,  general and administrative
expenses as a percentage of revenues  decreased  from 47.0% in the first half of
2001, to 46.4% in the first half of 2002.  The decrease in selling,  general and


                                     14
<PAGE>

administrative  expenses in the first half of 2002 represents a concerted effort
by management to reduce  corporate and field  expenses.  We have reduced  salary
expense, phone expense, and various other administrative costs.

     Depreciation  Expense.  Depreciation expense decreased from $561,000 in the
first half of 2001 to $527,000 in the first half of 2002,  reflecting relatively
constant levels of property and equipment.

     Amortization  Expense.  Amortization expense decreased from $1.4 million in
the first  half of 2001 to  $69,000  in the first  half of 2002.  This  decrease
results from the adoption of the new accounting standard relating to goodwill.

     Interest Expense. Interest expense decreased from $1.7 million in the first
half of 2001 to $1.3 million in the first half of 2002.  This  decrease  results
from the reduction of interest related to the elimination of nearly $7.0 million
of  debt  during  the  first  quarter  of  2001  in   connection   with  a  debt
restructuring,  a 2% reduction in the stated interest rate on $10 million of our
debt, and extended  maturity dates on some of our debt which reduced the monthly
amounts of accretion of debt discount.

     Income Tax Expense.  Due to operating losses,  management concluded that it
was  more  likely  than not  that  deferred  tax  assets  will not be  realized.
Accordingly,  we  established  a valuation  allowance  against all  deferred tax
assets,  and no deferred income taxes have been recorded in 2001 or 2002. Income
tax expense in the first half of 2001 relates to state income taxes.  Income tax
benefit in the first half of 2002 relates to some minor state tax refunds.

     Extraordinary  Item.  The  extraordinary  item  in the  first  half of 2001
represents a gain on forgiveness of debt in connection with the restructuring of
debt in March 2001. The $7.2 million  extraordinary  gain is net of expenses and
net of $82,000 of value  assigned to common stock  purchase  warrants  issued in
connection with the settlement reached with our former senior lender, PNC Bank.

     Non-Cash Dividends.  Non-cash dividends in the first half of 2001 represent
accrued  dividends on the Series E preferred  stock.  Non-cash  dividends in the
first half of 2002 represent  accrued  dividends on the Series D and E preferred
stock.

     Benefit of Series D Stock Redemption. We redeemed 99,470 shares of Series D
preferred  stock with a carrying  amount of $497,350 for $100,000 from the prior
owners of an acquired  business.  We have  reflected  the excess of the carrying
amount  over the  consideration  given of  $397,350  as a  benefit  of  Series D
redemption in the first half of 2001.

Liquidity And Capital Resources

     As of June 30, 2002, we had cash and  equivalents of $2.8 million,  working
capital  of $2.3  million,  $18.0  million  of  long-term  debt,  net of current
maturities,  and $7.3 million of mandatorily  redeemable  preferred  stock.  Our
operating  activities  for the six months  ended June 30,  2001,  provided  $1.9
million of cash.  Our  operating  activities  for the six months  ended June 30,
2002, provided $924,000 of cash.

     The use of $141,000  of cash for  investing  activities  for the six months
ended June 30,  2001,  related to the  acquisition  of $274,000 of property  and

                                       15
<PAGE>

equipment offset  principally by collection of finance  receivables.  The use of
$385,000 of cash for investing activities for the six months ended June 30, 2002
related primarily to the acquisition of property and equipment.

     Financing  activities for the six months ended June 30, 2001, used $428,000
of cash. The financing  activities  primarily  relate to the debt  restructuring
that occurred in March 2001.  We used $151,000 in cash for financing  activities
in the six months ended June 30, 2002, primarily for repayment of debt.

     Under our  financing  arrangements,  substantially  all of our  assets  are
pledged as collateral.  We are required to maintain certain financial ratios and
to comply with various other covenants and  restrictions  under the terms of the
financing agreements,  including restrictions as to additional  financings,  the
payment  of  dividends  and  the  incurrence  of  additional  indebtedness.   In
connection with waiving defaults at June 30, 2000, PNC Bank required us to repay
$5 million of our $15 million credit facility with them by December 27, 2000. We
were unable to make the required  December 27, 2000  payment,  violated  various
other covenants, and were declared in default by PNC Bank in early January 2001.
The  declaration  of default by PNC Bank also served as a  condition  of default
under the senior  subordinated  promissory  note to GE  Equity.  GE Equity and a
group of our officers and directors in March 2001  purchased  the PNC note,  and
all defaults relating to the GE Equity note and the purchased PNC Bank note were
waived.

     If we default in the future under our debt  arrangements,  the lenders can,
among other items,  accelerate  all amounts owed and increase  interest rates on
our debt.  An event of  default  could  result  in the loss of our  subsidiaries
because  of the  pledge  of our  ownership  in  all of our  subsidiaries  to the
lenders.  As of June  30,  2002,  we are not in  default  under  any of our debt
arrangements.

     We  believe  that our cash flow from  operations  will allow us to meet our
anticipated needs during at least the next 12 months for:

     o debt service requirements;

     o working capital requirements;

     o planned property and equipment capital expenditures.

     We also believe in the longer term that cash will be sufficient to meet our
needs.  However,  we do not expect to continue our acquisition  program soon. We
have decided,  for now, to focus on improving the  profitability of our existing
operations and expanding the market areas of our retail subsidiaries.

     On or before our debt matures in 2004, we anticipate  either  extending the
term of our current financing or refinancing it. Management retired $1.2 million
of debt  subsequent  to June 30,  2002,  and  intends to further  retire debt by
internally  generated cash in 2002 (in the range of $2 million to $2.5 million),
but will keep adequate levels of cash on hand for working capital purposes.

     We do not expect annual  capital  expenditures  for the next three years to
significantly  vary from amounts  reported for the last three years,  which have
been in the range of $500,000 to $900,000 annually.


                                     16
<PAGE>

Pending Litigation

     ThermoView  does not  anticipate  any  significant  adverse  effect  on our
results of  operations  or cash flow  through  December  2002 because of the Pro
Futures,  Ferguson or Clemmens  litigation  described  in Part II, Item 1, Legal
Proceedings.  Although  ThermoView  believes  the claims in these  lawsuits  are
without merit and intends to vigorously defend the suits, an adverse outcome, in
the Pro Futures or the Clemmens  actions could have a material adverse effect on
our results of operations and cash flow.

Item 3. Quantitative And Qualitative Disclosures About Market Risk

     In March 2001, we restructured  our debt and, as a result,  all of our debt
is fixed rate debt. Interest rate changes would result in gains or losses in the
market value of our fixed-rate debt due to the  differences  between the current
market interest rates and the rates governing these instruments. With respect to
our fixed-rate debt currently  outstanding,  a 10% change in interest rates (for
example, from 10% to 11%) would not have resulted in a significant change in the
fair value of our fixed-rate debt.


                                       17
<PAGE>



                           Part II - OTHER INFORMATION

Item 1. Legal Proceedings

     On March 3, 2000, Pro Futures Bridge Capital Fund,  L.P. and Bridge Capital
Partners,  Inc.  Defined Benefit Pension Plan filed an action titled Pro Futures
Bridge Capital Fund, L.P. V. ThermoView  Industries,  Inc., et al., Civil Action
No. 00CV0559 (Colo. Dist. Ct., March 3, 2000) against ThermoView, its directors,
certain  officers,  a former  employee  and a  stockholder  alleging  breach  of
contract, common law fraud, fraudulent misstatements and omissions in connection
with  the  sale  of  securities,  negligent  misrepresentations  and  breach  of
fiduciary duty. These claims are in connection with the mandatory  conversion of
ThermoView's 10% Series A convertible  preferred  stock,  held by the two funds,
into common stock upon  completion  of the initial  public  offering in December
1999, and purchases by the two funds of ThermoView  common stock from ThermoView
stockholders.  The funds are seeking rescission of their purchases of the Series
A preferred  stock in the amount of  $3,250,000,  plus interest and  unspecified
damages in connection with their purchases of the common stock. ThermoView filed
a notice to  dismiss  certain  claims  and an answer  denying  liability  in the
remainder of the claims.  ThermoView  also exercised an election for the removal
of the action to the United  States  District  Court of Colorado in Civil Action
No.  00-B-722.  In  December  2001,  the  Court  dismissed  all  claims  against
ThermoView by the grant of summary judgment. In January 2002, ProFutures filed a
notice to appeal the  Court's  grant of summary  judgment  in the United  States
Court of Appeals for the Tenth Circuit.  The Court of Appeals has yet to rule on
this  appeal.  Although  ThermoView  continues  to  believe  that the claims are
without merit and intends to vigorously  defend the suit, we cannot  predict the
outcome of the matter,  however,  it could have a material adverse effect on our
results of  operations  and cash  flow.  No amounts  have been  provided  in the
accompanying consolidated financial statements for this matter.

     On August  1,  2001,  Scott  Ferguson  filed a civil  action  styled  Scott
Ferguson v. ThermoView Industries,  Inc., et. al., Civil Action No. 01-CI-005295
(Jefferson  Circuit  Court,  August 1, 2001) seeking  damages  resulting from an
investment in Series A preferred stock.  This suit alleges claims similar to the
claims  advanced by  ProFutures  Bridge  Capital Fund,  L.P. and Bridge  Capital
Partners,  Inc. Defined Benefit Pension Plan, in their action detailed above. By
agreement  of the  parties,  the claims  will be held in  abeyance  until  final
resolution  of the  ProFutures  matter.  Our  management  believes  that we have
adequate defense to this  litigation,  and in the event of an adverse outcome to
us, we do not believe that the loss would have a material adverse effect on us.

     On November 19, 2001, Nelson E. Clemmens,  former director and president of
the Company, filed an action titled Nelson E. Clemmens v. ThermoView Industries,
Inc., Civil Action No. 01-CI-07901  (Jefferson Circuit Court, November 19, 2001)
against ThermoView alleging subrogation and indemnity rights associated with Mr.
Clemmens'  loss of guaranty  collateral  to PNC Bank,  N.A.  These claims are in
connection with the April 2000 amendment to ThermoView's previous bank debt with
PNC Bank, in which Stephen A.  Hoffmann,  Richard E. Bowlds,  Nelson E. Clemmens
and Douglas I.  Maxwell,  III  guaranteed  $3,000,000  of our PNC Bank debt.  In
January 2001,  PNC seized the  collateral  pledged as security by the guarantors
for the loan  guaranty.  In March  2001,  ThermoView  reached  settlements  with
Messrs.  Bowlds  and  Hoffmann  for any  claims  that they may hold  against  us

                                       18
<PAGE>

regarding their loss of assets in connection with the guaranty. We did not reach
a settlement  with Messrs.  Clemmens  and Maxwell with regard to  guarantees  of
$1,000,000.  The Clemmens  suit seeks to  determine  the  respective  rights and
duties of the parties concerning the loss of collateral. Our management believes
that no  payment  should be made for loss of  guarantor  collateral  and we have
filed a motion  for  summary  judgment  in  defense  of our legal  position.  An
unfavorable  determination  of our position  regarding  this matter could have a
material adverse effect on our cash flow.

Item 2. Changes in Securities and Use of Proceeds

         None.

Item 3. Defaults Upon Senior Securities

         None.

Item 4. Submission of Matters to a Vote of Security Holders

a.   ThermoView  held its annual meeting of  stockholders  on April 25, 2002, at
     10:00 a.m.,  eastern  daylight time, at the Louisville  Marriott East, 1903
     Embassy Square Boulevard, Louisville, Kentucky.

b.   At the annual meeting,  stockholders elected three individuals as Class III
     members of our Board of Directors.
                                                                      Broker Non
        Name              For      Against    Withheld   Abstentions     Votes
        ----              ---      -------    --------   -----------  ----------
Robert L. Cox          7,031,260      334         0             0          0
Stephen A. Hoffmann    6,872,592      334      158,334          0          0
Charles L. Smith       7,015,390      334       15,536          0          0

     The following  directors  remained on the Board of Directors as Class I and
Class II directors immediately after the annual meeting:

         Class I                                     Class II
         -------                                     --------
         Ronald L. Carmicle                 J. Sherman Henderson, III
         Raymond C. Dauenhauer              Rodney H. Thomas
         Bruce C. Merrick                   George T. Underhill, III

c.   Not applicable.

d.   Not applicable.

Item 5. Other Information

         None.

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits.

         Stock option grant awarded to Charles L. Smith.

(b)  Reports on Form 8-K.

     (1)  On May 2,  2002,  ThermoView  filed a Form 8-K  reporting  a change in
          certifying  accountants.  On April 25, 2002, the Board of Directors of
          ThermoView,  on the  recommendation of the Audit Committee,  dismissed
          Arthur


                                       19
 <PAGE>

          Andersen LLP and engaged Crowe, Chizek and Company LLP as ThermoView's
          independent  certifying  accountants  for the year ended  December 31,
          2002.

          Arthur Andersen LLP was notified of their dismissal on April 25, 2002.

          The reports of Arthur  Andersen LLP on the  ThermoView's  consolidated
          financial  statements  for the period ended December 31, 2001, did not
          contain  any  adverse  opinion or  disclaimer  of opinion  and was not
          qualified or modified as to  uncertainty,  audit scope,  or accounting
          principles.

          During the period ended December 31, 2001, and the subsequent  interim
          period  preceding  the  dismissal of Arthur  Andersen LLP on April 25,
          2002,  there were no  disagreements  with Arthur  Andersen  LLP on any
          matters of accounting  principles or  practices,  financial  statement
          disclosure,  or auditing scope or procedures which, if not resolved to
          the satisfaction of Arthur Andersen LLP, would have caused the firm to
          make reference to the matter of the disagreement in their reports.

          During the period ended December 31, 2001, and the subsequent  interim
          period  preceding  the  dismissal of Arthur  Andersen LLP on April 25,
          2002,  no   reportable   events   occurred  in  connection   with  the
          relationship between Arthur Andersen LLP and ThermoView.






                                       20

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                           ThermoView Industries, Inc.



Date:  August 14, 2002                      By:    /s/ Charles L. Smith
                                            ------------------------------------
                                                   Charles L. Smith,
                                                   Chief Executive Officer
                                                   (principal executive officer)


Date:  August 14, 2002                      By:    /s/ James J. TerBeest
                                            ------------------------------------
                                                   James J. TerBeest,
                                                   Chief Financial Officer
                                                   (principal financial and
                                                    accounting officer)


     Charles L. Smith and James J. TerBeest,  being the Chief Executive  Officer
and Chief  Financial  Officer,  respectively,  of ThermoView  Industries,  Inc.,
hereby certify as of this 14th day of August,  2002,  that the Form 10-Q for the
Quarter ended June 30, 2002,  fully  complies with the  requirements  of Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 and that the  information
contained  in the Form 10-Q  fairly  presents,  in all  material  respects,  the
financial condition and results of operations of ThermoView Industries, Inc.

                                            By:    /s/ Charles L. Smith
                                            ------------------------------------
                                                   Charles L. Smith,
                                                   Chief Executive Officer


                                            By:    /s/ James J. TerBeest
                                            ------------------------------------
                                                   James J. TerBeest,
                                                   Chief Financial Officer


                                       21

<PAGE>



                                INDEX TO EXHIBITS

  Exhibit
   Number                    Description of Exhibits
   10.109     --   Stock option grant awarded to Charles L. Smith.






                                       22

<PAGE>



Exhibit 10.109


                           THERMOVIEW INDUSTRIES, INC.
                             2000 STOCK OPTION PLAN

                             INCENTIVE STOCK OPTION
                               (NON-TRANSFERABLE)

                               OPTION CERTIFICATE

     ThermoView Industries,  Inc., a Delaware corporation ("Company"),  pursuant
to action of the Board and in accordance  with the ThermoView  Industries,  Inc.
2000 Stock  Option  Plan  ("Plan"),  hereby  grants an  Incentive  Stock  Option
("Option") to Charles L. Smith  ("Employee") to purchase from the Company 50,000
shares of Stock, at an Option Price of $1.02 per share,  which Option is subject
to all of the terms and conditions set forth in this Option  Certificate  and in
the Plan. This Option is effective as of April 12, 2002 ("Option Grant Date").

                                    THERMOVIEW INDUSTRIES, INC.



                                    By:      /s/ James J. TerBeest
                                       -----------------------------------------

                                    Title:   Chief Financial Officer
                                       -----------------------------------------


                              TERMS AND CONDITIONS

     ss.1.  Plan.  This  Option is subject to all the terms and  conditions  set
forth in the Plan and this Option  Certificate,  and all of the terms defined in
the Plan shall have the same meaning herein when such terms start with a capital
letter.  This Option is intended to satisfy the  requirements  of ss. 422 of the
Code.  However,  to the extent that this Option,  when aggregated with all other
"incentive stock options" (within the meaning of ss. 422 of the Code) granted to
Employee  under stock option plans  maintained  by  ThermoView,  a Subsidiary or
Parent  Corporation  exceeds  the  $100,000  limit in ss. 7.2 of the Plan,  this
Option  shall be treated as an NQO to the extent  required by law. A copy of the
Plan will be made  available  to  Employee  upon  written  request  to the Chief
Financial Officer of the Company.

     ss. 2. Order of Exercise. The exercise of this Option shall not be affected
by the exercise or  non-exercise  of any other option (without regard to whether
such option  constitutes  an "incentive  stock option" within the meaning of ss.
422 of the Code).

     ss. 3. Date Exercisable. This Option shall become exercisable in accordance
with the  attached  vesting  schedule on any normal  business day of the Company
occurring on or after the first date set forth in the attached  vesting schedule
and before the date this Option expires under ss. 4.

     The maximum number of shares of Stock which may be purchased by exercise of
this  Option on any such day shall  equal the  excess,  if any, of (a) the total
number of shares of Stock  subject to this Option on the Option  Grant Date,  as
adjusted in accordance  with ss. 14 of the Plan,  and with respect to which this


                                     23
<PAGE>

Option is vested,  over (b) the number of shares of Stock which have  previously
been  purchased by exercise of this Option,  as adjusted in a manner  consistent
with ss. 14 of the Plan.

     If at the time  Employee  intends to exercise any rights under this Option,
Employee is an officer or is filing  ownership  reports with the  Securities and
Exchange Commission under Section 16(a) of the Exchange Act then Employee should
consult with the Company before Employee exercises such rights because there may
be additional restrictions upon the exercise of such rights.

     ss. 4. Life of Option.  The Option  shall  expire when  exercised  in full;
provided,  however,  the Option (to the extent not exercised in full) also shall
expire immediately and automatically on the earlier of (a) the date which is the
tenth  anniversary  of the Option  Grant  Date,  (b) the date which is the fifth
anniversary  of the Option Grant Date, if Employee is a Ten Percent  Shareholder
on the Option Grant Date and the Option is an "incentive  stock option"  (within
the  meaning  of ss.  422 of the  Code),  (c)  except  in the  case of  death or
Disability  of  Employee,  the date (i) which is the  second  anniversary  after
Employee is  terminated  at the  initiative of the Company for any reason except
"good cause," as such term is defined in ss. 4.1 below or (ii) the date which is
the first  anniversary  after Employee  resigns at Employee's own initiative for
any reason or (iii) the date which is the 90th day after  Employee is terminated
at the  initiative of the Company for "good cause" (d) the one year  anniversary
of the  date  Employee's  employment  terminates  due to  death  or  Disability.
Employee  shall be  Disabled  for  purposes  of the Plan if  Employee  meets the
definition of  disability  set forth under the  Company's  long term  disability
plan,  as  amended  from  time to time.  The  Company  shall  determine  whether
Employee's employment terminates due to Disability.

     ss. 4.1 For  purposes  of this  Option,  "good  cause" for  termination  of
Employee's  employment  shall exist only if (a) Employee is convicted of, pleads
guilty to, or confesses to any act of fraud, misappropriation or embezzlement or
to any felony, (b) Employee has engaged in a dishonest or disloyal act resulting
in material  damage or  prejudice  to the Company or (c) Employee has engaged in
conduct or  activities  materially  damaging  or  prejudicial  to the  property,
business or reputation of the Company.

     ss. 5. Method of Exercise of Option. Employee may (subject to ss. 3, ss. 4,
ss. 11, ss. 12,  ss. 13 and ss.  16)  exercise  this  Option in whole or in part
(before the date this Option  expires) on any normal business day of the Company
by (1) delivering the Option  Certificate to the Company at its principal  place
of business  together with written notice of the exercise of this Option and (2)
simultaneously  paying to the  Company  the Option  Price.  The  payment of such
Option Price shall be made either in cash,  by check  acceptable to the Company,
or by delivery to the Company of certificates  (properly endorsed) for shares of
Stock registered in Employee's name, or in any combination of such cash,  check,
and Stock which results in payment in full of the Option  Price.  Stock which is
so tendered as payment (in whole or in part) of the Option Price shall be valued
at its Fair Market Value on the date this Option is exercised.

     ss. 6. Delivery.  The Company's  delivery of Stock pursuant to the exercise
of this Option (as described  inss.5) shall  discharge the Company of all of its
duties and responsibilities with respect to this Option.

                                       24
<PAGE>

     ss. 7 Adjustment.  The Board shall have the right to make such  adjustments
to this Option as described underss.14 of the Plan.

     ss. 8.  Nontransferable.  This Option shall not be transferable by Employee
except  by his will or by the  laws of  descent  and  distribution,  and  rights
granted under this Option shall be exercisable  during Employee's  lifetime only
by Employee.  If this Option is  exercisable  after the death of  Employee,  the
person or persons to whom this Option is  transferred  by will or by the laws of
descent  and  distribution  shall be treated as the  Employee  under this Option
Certificate.

     ss. 9.  Termination  of Employment.  Neither the Plan,  this Option nor any
related  material  shall give Employee the right to continue in employment  with
the Company or any affiliate of the Company or shall adversely  affect the right
of the Company or  affiliate  terminate  Employee's  employment  with or without
cause at any time.

     ss. 10. Shareholder Status.  Employee shall have no rights as a shareholder
with  respect to any shares of Stock  under this  Option  until such shares have
been duly issued and delivered to Employee,  and no adjustment shall be made for
dividends of any kind or description  whatsoever or for  distributions  of other
rights of any kind or  description  whatsoever  respecting  such Stock except as
expressly set forth in the Plan.

     ss. 11. Other Laws.  The Company shall have the right to refuse to issue or
transfer  any Stock  under this  Option if the  Company  acting in its  absolute
discretion  determines that the issuance or transfer of such Stock might violate
any  applicable  law or  regulation,  and any payment  tendered in such event to
exercise this Option shall be promptly refunded to Employee.

     ss. 12. Securities  Registration.  Employee may be requested by the Company
to hold any  shares of Stock  received  upon the  exercise  of this  Option  for
personal investment and not for purposes of resale or distribution to the public
and  Employee  shall,  if so  requested  by the  Company,  deliver  a  certified
statement  to that effect to the Company as a condition  to the transfer of such
Stock to  Employee.  Employee  may be  requested  by the  Company  to  deliver a
certified statement to the Company that he or she will not sell or offer to sell
any  shares  of  Stock  received  upon  the  exercise  of this  Option  unless a
registration  statement  shall be in effect with respect to such Stock under the
Securities Act of 1933, as amended, and the applicable state securities laws, or
unless he or she shall furnish to the Company an opinion,  in form and substance
satisfactory to the Company,  of legal counsel  acceptable to the Company,  that
such  registration is not required.  Certificates  representing  shares of Stock
received  upon the exercise of this Option may bear an  appropriate  restrictive
legend reflecting the foregoing.

     ss. 13. Other Conditions. Employee shall (as a condition to the exercise of
this Option)  enter into any agreement or make any  representations  required by
the Company related to the Stock to be acquired pursuant to the exercise of this
Option,  including any agreement  which restricts the transfer of Stock acquired
pursuant to the exercise of this Option and provides for the  repurchase of such
Stock by the Company under certain circumstances.

     ss. 14. Tax  Withholding.  The Company  shall have the right to withhold or
retain  from any  payment  to  Employee  (whether  or not such  payment  is made
pursuant to this Option) or take such other action as is  permissible  under the


                                       25
<PAGE>

Plan which the Company deems  necessary or  appropriate to satisfy any income or
other tax withholding requirements as a result of the exercise of this Option.

     ss. 15.  Governing  Law.  The Plan and this Option shall be governed by the
laws of the State of Delaware.

     ss. 16. Modification,  Amendment, and Cancellation.  The Company shall have
the right  unilaterally  to modify,  amend,  or cancel this Option in accordance
with the terms of the Plan,  and, in particular,  shall have the right under ss.
15 of the Plan to cancel this Option as of any date before the effective date of
a sale or other corporate transaction described in ss. 15 of the Plan.

     ss. 17. Binding  Effect.  This Option shall be binding upon the Company and
Employee and their respective heirs, executors, administrators and successors.





                                       26
<PAGE>



OPTION EXERCISE FORM


                         (To be executed by Employee to
                      exercise the rights to purchase Stock
                       evidenced by the foregoing Option)


TO:  THERMOVIEW INDUSTRIES, INC.

     The undersigned hereby exercises the right to purchase __________ shares of
Stock covered by the attached Option in accordance with the terms and conditions
thereof, and herewith makes payment of the Option Price for such shares in full.



                                    ____________________________________________
                                    Signature



                                    ____________________________________________
                                    ____________________________________________
                                    Address


                                             -        -
                                    --------- -------- ----------------
                                    Social Security Number

Dated: _________________








                                       27